Separate Tax Liability Clause Samples
The Separate Tax Liability clause establishes that each party to an agreement is individually responsible for its own tax obligations arising from the contract. In practice, this means that if taxes are due on payments or transactions under the agreement, each party must handle its own tax filings and payments, rather than relying on the other party to do so. This clause helps prevent disputes over tax responsibilities and ensures that neither party is unexpectedly held liable for the other's tax debts, thereby promoting financial clarity and risk allocation.
Separate Tax Liability. Periodic computations shall be made of the federal income tax liability of ASIC, on a hypothetical separate return basis ("Separate Tax Liability"), for each Tax Year, or for any part of a Tax Year during which ASIC is included in the LNC Consolidated Group. Computations shall be made at least once per quarter to support the required payments of quarterly estimated taxes and shall also be made at the time of the original and extended due dates for the filing of the federal income tax return for each Tax Year. Such Separate Tax Liability shall be calculated as follows:
a. ASIC shall be treated as a corporation which files a federal income tax return separate from the LNC Consolidated Group, except as otherwise provided in this Agreement. 110
b. For purposes of this calculation, ASIC shall be treated as if it had never been included in the LNC Consolidated Group.
c. Gains and losses on intercompany transactions shall be disregarded until such time as they are recognized in the consolidated federal income tax return of the LNC Consolidated Group.
d. Income, gain, deductions, credits, and similar items of ASIC described in Treasury Regulation section 1.1552-1(a)(2)(ii) shall generally be taken into account in the manner specified in that subdivision.
e. To the extent that ASIC is unable to avail itself of special rules applicable only to small corporations, lower tax rates applicable to part or all of the income of a single corporation, the exemption provided in Internal Revenue Code section 59A (applicable to the environmental tax) or any other similar item because it participates in the filing of the federal income tax return of the LNC Consolidated Group, ASIC shall not use such benefit in calculating its Separate Tax Liability.
f. Income, gain, deductions, credits, and similar items of ASIC shall not be included to the extent attributable to a period commencing on or after the date that ASIC ceases to be includible in the LNC Consolidated Group.
g. For each quarter of a Tax Year that ASIC has net operating losses, net capital losses, tax credits or any other tax benefits that have not been used to decrease ASIC's Separate Tax Liability in the current Tax Year ("Excess Tax Items") that can be used as hypothetical carry back items against prior hypothetical ASIC separate return Tax Years ("Carry Back Items"), ASFC shall reimburse ASIC for the use of such Carry Back Items at the rate ASIC would have been entitled to receive had such Carry Back Items actually ...
Separate Tax Liability. (a) If a Consolidated Return is filed by the ENER1 Affiliated Group for any taxable year, the Separate Tax Liability of each Member for such taxable year shall, if a positive number, be the sum of (i) the amount determined for such Member pursuant to paragraph (b) hereof, plus or minus, as the case may be, (ii) any increase or reduction in the Member's tentative Separate Tax Liability required by paragraph (c) hereof. To the extent an allocation to a Member under clause (ii) of paragraph (c) hereof reduces a Member's tentative Separate Tax Liability to an amount less than zero, such negative amount shall be referred to herein as a “Tax Sharing Receivable.”
(b) Each Member's tentative Separate Tax Liability shall be an amount equal to that portion of the Consolidated Tax Liability for such taxable year that the Member's Separate Return Tax Liability for such taxable year bears to the sum of the Separate Return Tax Liabilities of all Members for such taxable year; provided, however, that such amount shall not exceed the Consolidated Tax Liability for such taxable year.
Separate Tax Liability. (a) The Separate Tax Liability of ITGI for each taxable year shall be the amount set forth in paragraph (b) hereof as modified by paragraphs (c) and (d) hereof.
(b) The amount referred to in this paragraph (b) shall be an amount equal to that portion of the Consolidated Tax Liability for such taxable year that the Separate Taxable Income of ITGI for such taxable year bears to the sum of the Separate Taxable Incomes of all Members for such taxable year; PROVIDED, HOWEVER, that such amount shall not exceed the Consolidated Tax Liability for such taxable year.
(c) The amount computed pursuant to paragraph (b) above shall be increased by 100% of the excess, if any, of the ITGI Separate Return Tax Liability for such taxable year over such amount (the "Loss Amount").
(d) Any federal, state or local income tax deduction resulting from (i) the payment to the JEFG Pension Plan described in Section 3.03(a) of the Benefits Agreement (or from benefits distributions related thereto), or (ii) the payment of benefits under the JEFG CAP Plan to JEFG employees (each as defined in the Benefits Agreement), shall be for the benefit of ITGI (and the JEFG Group after the Distribution) and not for the benefit of HOLDING.
Separate Tax Liability. 2.1 For each taxable year ending on or after December 31, 2014, with respect to which the Parent files, or reasonably anticipates that it will file, a Consolidated Return with the Companies, the Parent shall determine the Separate Tax Liability and Net Losses with respect to each Company and each Company shall determine the Separate Tax Liability and Net Losses with respect to each Subsidiary in that Company’s Company Group. Such determination shall be made reflecting the same practice, elections and positions used in preparing the Consolidated Return.
2.2 Each of the Companies shall pay to the Parent the amount by which (a) the aggregate of the Separate Tax Liability of such Company, and the Separate Tax Liability of each Subsidiary in its Company Group, exceeds (b) the aggregate of the Separate Tax Benefit of such Company, and the Separate Tax Benefit of each Subsidiary in its Company Group. Such payment shall be made in the manner provided in Section 5 below.
Separate Tax Liability. For each taxable period ending on or after December 31, 1986, with respect to which Parent files, or reasonably anticipates that it will file, a Consolidated Return with the Companies, Parent shall determine the amount of federal income tax and state franchise or income tax that each of the Companies and each of their respective Subsidiaries would have paid (if any) if each of the Companies and each of their respective Subsidiaries had filed Separate Returns for such taxable period (such amount being called herein, with respect to any person, a "Separate Tax Liability"). Each of the Companies shall pay to Parent the amount by which (a) the aggregate of the Separate Tax Liability of such Company, if it has a Separate Tax Liability, and the Separate Tax Liability of each of its Subsidiaries which has a Separate Tax Liability exceeds (b) the aggregate of the Separate Tax Benefit of such Company, if it has a Separate Tax Benefit, and the Separate Tax Benefit of each of its Subsidiaries which has a Separate Tax Benefit. Such payment shall be made in the manner provided in Section 4 below.
Separate Tax Liability. Separate Tax Liability" means (a) with respect to federal Income Taxes other than federal Income Taxes covered in clause (b) below, an amount equal to the Tax liability that Coach and each eligible Coach Affiliate would have incurred if Coach had filed a consolidated return for itself and each eligible Coach Affiliate separate from the ▇▇▇▇ ▇▇▇ Group and any member thereof, (b) with respect to federal, state or local Income Taxes for which ▇▇▇▇ ▇▇▇ will file an Income Tax Return for Coach and/or each Coach Affiliate separate from the ▇▇▇▇ ▇▇▇ Group and any member thereof, an amount equal to the Tax liability that Coach and/or each Coach Affiliate would have incurred if Coach and/or such Coach Affiliate had filed such Income Tax Return for itself, and (c) with respect to all Taxes other than Income Taxes covered in clauses (a) and (b) above, an amount equal to the positive difference between (i) the Tax liability of the ▇▇▇▇ ▇▇▇ Group computed as if Coach and each Coach Affiliate were members of the ▇▇▇▇ ▇▇▇ Group and (ii) the Tax liability of the ▇▇▇▇ ▇▇▇ Group computed without treating Coach and each Coach Affiliate as members of the ▇▇▇▇ ▇▇▇ Group; PROVIDED, that no deficiency with respect to any Tax liability described in (a), (b) or (c) above shall be included in the Separate Tax Liability. ▇▇▇▇ ▇▇▇ shall compute the applicable Tax liability in a manner consistent with (x) general Tax accounting principles, (y) the Code, the Treasury Regulations, and any applicable state or local Tax statutes and Tax regulations and (z) past practice, if any.